Morgan Stanley Direct Lending Fund美股招股说明书(2025-05-12版)

Filed Pursuant to Rule 424(b)(2)Registration No.: 333-283477SUBJECT TO COMPLETION, DATED MAY 12, 2025$% Notes duein aggregate principal amount of% Notes due,which we refer to as the Notes. The Notes willandof each year, beginning on, 2025. This prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated by referencein this prospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should knowbefore investing in our securities. Please read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus,and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before investing and keep them forfuture reference. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC. We maintain awebsite at https://www.msdl.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed informationavailable on or through our website. Information on our website is not incorporated into or a part of this prospectus supplement, any related freewriting prospectus or the accompanying prospectus. You may also obtain such information, free of charge, by contacting us at Morgan StanleyDirect Lending Fund, 1585 Broadway, 23rd Floor, New York, NY 10036, by calling us at (212) 761-4000 or by email atmsdl@morganstanley.com. The SEC also maintains a website at http://www.sec.gov that contains this information.Neither the SEC nor anystate securities commission has approved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.PerNoteTotalPublic offering price(1)%$Underwriting discounts (sales load)%$Proceeds to us before expenses(2)%$(1)Plus accrued interest, if any, from, 2025 if settlement occurs after that date.(2)Before deducting estimated offering expenses of $payable by us in connection with this offering. See “Underwriting” in thisprospectus supplement.THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSITINSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.Delivery of the Notes in book-entry form through The Depository Trust Company, or DTC, for the accounts of its participants,including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A., will be made on orabout, 2025.Joint Book-Running ManagersSMBC NikkoBNP PARIBASRBC Capital MarketsTruist SecuritiesWells Fargo SecuritiesThe date of this prospectus supplement is, 2025.Table of ContentsThis document is in two parts. The first part is this prospectus supplement, which describes the terms of this offeringand also adds to and updates information contained in the accompanying prospectus. The second part is theaccompanying prospectus, which gives more general information and disclosure. To the extent the informationcontained in this prospectus supplement differs from the information contained in the accompanying prospectus, theinformation in this prospectus supplement shall control. The information contained in this prospectus supplement,the accompanying prospectus, and any free writing prospectuses is complete and accurate only as of their respectivedates. Our business, financial condition, results of operations and prospects may have changed since those dates.You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, anyfree writing prospectus, and the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus, or any other information which we have referred you when considering whether topurchase any securities offered by this prospectus supplement. We have not, and the underwriters have not,authorized any other person to provide you with different or additional information from that contained in thisprospectus supplement, the accompanying prospectus, or any free writing prospectus. We are not, and theunderwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted. Table of ContentsPROSPECTUS SUPPLEMENT SUMMARYSPECIFIC TERMS OF THE NOTES AND THE OFFERINGSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMINCORPORATION BY REFERENCEAVAILABLE INFORMATIONSUMMARY OF KEY TERMSPROSPECTUS SUMMARYFEES AND EXPENSESFINANCIAL HIGHLIGHTSRISK FACTORSPOTENTIAL CONFLICTS OF INTERESTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS TABLE OF CONTENTSPROSPECTUS SUPPLEMENTPROSPECTUS USE OF PROCEEDS22PRICE RANGE OF COMMON STOCK23MANAGEMENT’S DISCUSSION AND ANALYSIS